Florida Bar Corporations: Recurring Rules Found in the Study Guides

If you’re studying for the Florida Bar Exam, you’re probably using the FBBE study guides for essay practice. But if you look in the back, there are multiple-choice questions that a lot of people ignore.

Following the February 2026 exam, where many people felt blindsided by the Business Entities section, I decided to look at over 10 different study guides ranging from 2004 to the most recent releases.

I found that these sample multiple-choice questions have remained relatively consistent for over two decades.

Why This Matters

If you’ve looked at the official test specifications for Business Entities, you know it’s a long list of topics. It’s hard to know where to focus.

But when you look at the study guides, the FBBE is only showing you a small set of examples.

That’s not random.

If the Board is choosing to include certain questions—and there aren’t that many to begin with—it’s fair to view those as more instructive than others.

There’s no reason to walk into the exam and be caught off guard by a concept that has been sitting in the official study guides for years.

A Strategic (and Controversial) Take

Business Entities covers Partnerships, LLCs, and Corporations. It’s a lot of ground. And the reality—especially if you’re working while studying—is that you’re not going to cover everything perfectly. You have to make decisions about where your time goes.

Across the 10+ study guides I reviewed, I found about a dozen distinct Business Entities concepts. But the distribution wasn’t even. Corporations showed up more often than the others—usually something like a 6–3–3 split.

That’s not random.

If the FBBE is giving you more examples in one area, that’s a signal.

So here’s the takeaway: if you’re short on time and need to prioritize, start with Corporations.

My goal here is to show you exactly what to focus on. Out of those, I narrowed it down to six core Corporations areas you should be solid on.

Below are the six topics that keep showing up in the sample Q&A, along with examples for each.

1. Shareholder Approval (Fundamental Transactions)

The Scenario: A corporation enters into an agreement to sell all of its operating assets outside the ordinary course of business. The board of directors approves the transaction, but no shareholder vote is held. A shareholder challenges the validity of the sale.

Which of the following is correct? 

(A) The sale is valid because the board has authority to manage the business. 

(B) The sale is valid if a majority of directors approved the transaction. 

(C) The sale is invalid because shareholder approval is required. 

(D) The sale is invalid only if the articles of incorporation require shareholder approval.

Answer: (C) 

The Rule: Under Fla. Stat. § 607.1202, a corporation may not sell all or substantially all of its assets outside the ordinary course of business unless the board of directors approves the transaction and the shareholders also approve it. 

The Florida Trap: Do not rely on the board’s general authority to manage the corporation. That authority does not extend to fundamental transactions like the sale of all or substantially all assets.

2. Class Voting

The Scenario: A corporation has both voting common stock and nonvoting preferred stock. The corporation proposes an amendment to the articles of incorporation that would adversely affect the rights of the preferred stock. At a shareholder meeting, a majority of the common stockholders approve, but less than a majority of the preferred stockholders approve.

Which of the following is correct? 

(A) The transaction is valid because the preferred stock is nonvoting. 

(B) The transaction is valid because a majority of all shares approved it. 

(C) The transaction is invalid because the preferred stockholders were entitled to vote separately as a class. 

(D) The transaction is invalid only if the articles of incorporation grant voting rights to the preferred stock.

Answer: (C) 

The Rule: Under Fla. Stat. § 607.1004, the holders of a class are entitled to vote separately as a voting group on amendments to the articles of incorporation that adversely affect that class, even if the shares are otherwise nonvoting.

The Florida Trap: The exam might say “nonvoting” to distract you. In Florida, nonvoting does not mean never voting—shareholders may still vote separately as a class when their rights are adversely affected.

3. Director Removal

The Scenario: A corporation’s articles are silent as to removal of directors. At a meeting, a majority of the shareholders vote to remove a director before the expiration of their term. The director argues that removal is improper absent cause.

Which of the following is correct? 

(A) The removal is improper because directors may be removed only for cause. 

(B) The removal is improper unless all shareholders consent. 

(C) The removal is proper because directors may be removed with or without cause. 

(D) The removal is proper only if approved by the board of directors.

Answer: (C) 

The Rule: Fla. Stat. § 607.0808, shareholders may remove a director with or without cause unless the articles of incorporation provide that removal is only for cause.

The Florida Trap: Watch for exceptions. If the board is classified (staggered), the articles may limit removal to cause. If cumulative voting is authorized, a director cannot be removed if the votes cast against removal would have been sufficient to elect the director.

4. Formation Liability (The “Promoter” Rule)

The Scenario: Jake enters into a contract on behalf of “Bright Future, Inc.” knowing that no articles of incorporation have been filed. Jake knows the corporation does not exist. The other party later seeks to enforce the contract.

Who is liable? 

(A) Only the corporation, because the contract was entered into in its name.

(B) Only Jake, because the corporation did not exist at the time of the contract. 

(C) Both Jake and the corporation, once the corporation is formed. 

(D) Neither party, because the contract is void.

Answer: (B) 

The Rule: Under Fla. Stat. § 607.0204, all persons purporting to act as or on behalf of a corporation, knowing that there was no incorporation, are jointly and severally liable for liabilities created while so acting.

The Florida Trap: Jake is not off the hook just because the corporation is later formed. A promoter is released from liability only if there is a novation—an agreement where the third party expressly agrees to look solely to the corporation for performance.

5. Foreign Corporations (The “Door-Closing” Statute)

The Scenario: A corporation incorporated in Georgia regularly conducts business in Florida but has not obtained a certificate of authority. The corporation files a lawsuit in Florida to enforce a contract.

Which of the following is correct? 

(A) The corporation may maintain the lawsuit because it is validly formed in another state. 

(B) The corporation may maintain the lawsuit only if the defendant consents. 

(C) The corporation may not maintain the lawsuit unless it obtains a certificate of authority. 

(D) The corporation may not maintain or defend any action in Florida courts.

Answer: (C) 

The Rule: Under Fla. Stat. § 607.1502, a foreign corporation transacting business in Florida without a certificate of authority may not prosecute or maintain an action or proceeding in this state until it obtains that certificate.

The Florida Trap: Pay close attention to the word “maintain.” Florida usually stays or pauses the case rather than dismissing it immediately. Crucially, a foreign corporation can always defend a lawsuit in Florida without a certificate. The door only closes when they are the plaintiff.

6. Corporate Name

The Scenario: Incorporators submit articles using the name “Federal Investigation Services, Inc.” The name is likely to mislead the public into believing the corporation is a government agency.

Which of the following is correct? 

(A) The name is acceptable because it includes “Inc.” 

(B) The name is acceptable if no existing corporation uses a similar name. 

(C) The name is unacceptable because it is misleading. 

(D) The name is unacceptable only if a government agency objects.

Answer: (C) 

The Rule: Fla. Stat. § 607.0401, a corporate name must be distinguishable from other names on file and may not contain language that misleads the public, including implying a connection with a government agency.

The Florida Trap: The FBBE may use a name that sounds like an official agency. If the name suggests a government affiliation, it will not be permitted. Also, remember the required identifiers: the name must include Corporation, Incorporated, or Company (or their abbreviations).

Closing Thoughts

At the end of the day, this is just based on a small set of sample questions that the FBBE has included in its study guides for years.

It doesn’t mean these are the only topics that can be tested, and it doesn’t replace actually learning the subject.

But it does give you a sense of how certain concepts show up—and what those questions can look like.

If these patterns show up on your exam, they shouldn’t feel completely new. The Board has already given you examples of how they test them. Know the rules, recognize the patterns, and move on.

We’ll be updating our bundles later this month to include three new Business Entities books. If you purchase before the release, we’ll send you the new materials at no additional cost once they’re available.